FOURTH AMENDMENT TO SECOND
AMENDED LOAN AND SECURITY AGREEMENT
THIS FOURTH AMENDMENT TO SECOND AMENDED LOAN AND SECURITY
AGREEMENT (this "Fourth Amendment") made as of this _____ day of December, 1997,
by and between THE XXXX GROUP INC., a Louisiana corporation, X.X.XXXX, INC., a
South Carolina corporation, NATIONAL FABRICATORS, INC., a Louisiana corporation
and FVF, INCORPORATED, a Louisiana corporation, SUNLAND FABRICATORS, INC., a
Louisiana corporation, XXXX-XXXXXX FABRICATION, INC., a Texas corporation,
XXXXXX ENGINEERING AND CONSULTING, INC., a Delaware corporation, XXXX
INTERNATIONAL, INC., a Louisiana corporation, WORD INDUSTRIES FABRICATORS, INC.,
an Oklahoma corporation, XXXX INDUSTRIAL SUPPLY CO., INC., a Louisiana
corporation, and ALLOY PIPING PRODUCTS, INC., a Louisiana corporation,
MANUFACTURAS XXXX SOUTH AMERICA, C.A., a Venezuela company, XXXXXX A/DE, INC., a
Louisiana corporation, WELDING TECHNOLOGY AND SUPPLY INC., an Oklahoma
corporation, PIPE XXXXXXX, INC., a California corporation, NAPTECH, INC., a Utah
corporation, NAPTECH PRESSURE SYSTEMS CORPORATION, a Utah corporation, XXXXXX -
XXX, s.r.o., a corporation organized under the laws of the Czech Republic,
UNITED CRAFTS, INC., a Louisiana corporation, PIPEWORK ENGINEERING AND
DEVELOPMENTS LIMITED, a corporation organized under the laws of the United
Kingdom (collectively, the "Borrowers"), MERCANTILE BUSINESS CREDIT INC., a
Missouri corporation, CITY NATIONAL BANK OF BATON ROUGE, a national bank, UNION
PLANTERS BANK OF LOUISIANA, a Louisiana banking corporation (successor by merger
to Sunburst Bank), and HIBERNIA NATIONAL BANK, a national bank (collectively,
the "Lenders"), and MERCANTILE BUSINESS CREDIT INC., a Missouri corporation, as
agent for Lenders (in such capacity, the "Agent").
WITNESSETH:
WHEREAS, Borrowers and Lenders have heretofore executed a
certain Second Amended Loan and Security Agreement dated as of March 29, 1996,
as amended by an Amendment to Second Amended Loan and Security Agreement dated
as of November ___, 1996 made by and among Borrowers, Lenders and Agent, as
further amended by a Second Amendment to Second Amended Loan and Security
Agreement dated as of November 15, 1996 made by and among Borrowers, Lenders and
Agent, and as further amended by a Third Amendment to Second Amended Loan and
Security Agreement dated as of November ___, 1997 made by and among Borrowers,
Lenders and Agent (as amended, the "Agreement"); and
WHEREAS, Borrowers have requested an increase of the Total
Revolving Loan Facility from $70,000,000.00 to $77,000,000.00 and certain
amendments to the Agreement, which amendments Lenders are willing to make on the
terms and conditions set forth herein; and
NOW, THEREFORE, in consideration of the above premises and for
other valuable considerations, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto do hereby agree as follows:
1. The definition of "Total Revolving Loan Facility" in Section 1 of the
Agreement is hereby deleted in its entirety, and in its place shall be
substituted the following:
Total Revolving Loan Facility shall mean the amount of Seventy-Seven
Million Dollars ($77,000,000.00).
2. The fifth sentence of Section 2.1 of the Agreement is
hereby deleted in its entirety, and in its place shall be substituted the
following:
The face amount of any Letters of Credit issued and outstanding under
this subsection 2.1 at any one time shall not exceed, in the aggregate,
the amount of Fifteen Million Dollars ($15,000,000.00); provided,
however, that no Lenders shall be required to advance any Loan or
accept a risk participation in any Letter of Credit requested by a
Borrower hereunder which, when added to the principal amount of such
Lender's then outstanding Loans and its risk participation in the then
outstanding Letters of Credit under this subsection 2.1, would exceed
the amount of such Lender's Pro Rata Share of the Total Revolving Loan
Facility as set forth on the signature pages of that certain Fourth
Amendment to Second Amended Loan and Security Agreement dated as of
December ___, 1997 made by and among Borrowers, Agent and each of the
Lenders.
3. Lenders' and Agent's agreement to amend the Agreement as
set forth herein is subject to the following preconditions:
(a) Execution by each of the Borrowers of this Fourth
Amendment;
(b) Payment to Agent for the ratable benefit of the
Lenders, of a nonrefundable amendment fee in the
amount of Twenty-Five Thousand Dollars($25,000.00),
which shall be due and payable by Borrowers and
shall be fully earned by Lenders on the date of
this Fourth Amendment; and
(c) Execution and delivery by Borrowers of such other
documents or agreements as Agent and/or Lenders may
reasonably require in order to fully and
effectively carry out the intents and purposes of
the Agreement as amended by this Fourth Amendment.
4. Borrowers hereby represent and warrant to Lenders that:
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(a) the execution, delivery and performance by Borrowers of this
Fourth Amendment are within the corporate powers of Borrowers, have been
duly authorized by all necessary corporate action and require no action by
or in respect of, or filing with, any governmental or regulatory body,
agency or official. The execution, delivery and performance by Borrowers of
this Fourth Amendment do not conflict with, or result in a breach of the
terms, conditions or provisions of, or constitute a default under or result
in any violation of, and none of the Borrowers is now in default under or
in violation of, the terms of its Articles of Incorporation or Bylaws, any
applicable law, any rule, regulation, order, writ, judgment or decree of
any court or governmental or regulatory agency or instrumentality, or any
agreement or instrument to which any of the Borrowers is a party or by
which any Borrower is bound or to which any Borrower is subject;
(b) this Fourth Amendment has been duly executed and delivered and
constitutes the legal, valid and binding obligation of Borrowers
enforceable in accordance with its terms; and
(c) as of the date hereof, all of the covenants, representations and
warranties of Borrowers set forth in the Agreement are true and correct and
no "Event of Default" (as defined therein) under or within the meaning of
the Agreement has occurred and is continuing.
5. Borrowers hereby release Lenders and Participant and their
successors, assigns, directors, officers, agents, employees, representatives and
attorneys from any and all claims, demands, causes of action, liabilities or
damages, whether now existing or hereafter arising or contingent or
noncontingent, or actions in law or equity of any type or matter, relating to or
in connection with any statements, agreements, action or inaction on the part of
Lenders or Participant occurring at any time prior to the execution of this
Fourth Amendment, with respect to Borrowers or the Agreement.
6. The Agreement, as hereby amended, and any other agreements executed in
connection therewith, are and shall remain the binding obligations of Borrowers,
and all of the provisions, terms, stipulations, conditions, covenants and powers
contained therein shall stand and remain in full force and effect, except only
as the same are herein and hereby specifically varied or amended, and the same
are hereby ratified and confirmed.
7. All references in the Agreement to "this Agreement" and any other
references of similar import shall henceforth mean the Agreement as amended by
this Fourth Amendment.
8. This Fourth Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, except that
Borrowers may not assign, transfer or delegate any of their rights or
obligations hereunder.
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9. This Fourth Amendment shall be governed by and construed in
accordance with the internal laws of the State of Missouri.
10. In the event of any inconsistency or conflict between this Fourth
Amendment and the Agreement, the terms, provisions and conditions of this Fourth
Amendment shall govern and control.
11. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO
FOREBEAR FROM ENFORCING REPAYMENT OF A DEBT, INCLUDING PROMISES TO EXTEND OR
RENEW SUCH DEBT, ARE NOT ENFORCEABLE. TO PROTECT BORROWERS, AGENT AND LENDERS
FROM ANY MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS REACHED BY
BORROWERS, AGENT AND LENDERS COVERING SUCH MATTERS ARE CONTAINED IN THE
AGREEMENT, AS HEREBY AMENDED, WHICH CONSTITUTES A COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENTS BETWEEN BORROWERS, AGENT AND LENDERS EXCEPT AS
BORROWERS, AGENT AND LENDERS MAY LATER AGREE IN WRITING TO MODIFY. THE
AGREEMENT, AS HEREBY AMENDED, EMBODIES THE ENTIRE AGREEMENT AND UNDERSTANDING
BETWEEN THE PARTIES HERETO AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS
(ORAL OR WRITTEN) RELATING TO THE SUBJECT MATTER HEREOF.
12. This Fourth Amendment is made solely for the benefit of Borrowers and
Lenders as set forth herein, and is not intended to be relied upon or enforced
by any other person or entity.
13. All capitalized terms used and not otherwise defined herein shall have
the respective meanings ascribed to them in the Agreement.
14. This Fourth Amendment may be executed in one or more counterparts by
the parties hereto, and shall constitute one agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment
as of the day and year first written above on this _____ day of December, 1997.
Agent:
MERCANTILE BUSINESS CREDIT INC.
By:
Title:
Maximum Pro Rata Shares: Lenders:
Revolving Loans: MERCANTILE BUSINESS CREDIT INC.
$24,062,500.00
By:
Title:
Revolving Loans: CITY NATIONAL BANK OF BATON ROUGE
$19,250,000.00
By:
Title:
Revolving Loans: UNION PLANTERS BANK OF LOUISIANA
$14,437,500.00
By:
Title:
Revolving Loans: HIBERNIA NATIONAL BANK
$19,250,000.00
By:
Title:
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Company:
THE XXXX GROUP INC.
X.X. XXXX, INC.
NATIONAL FABRICATORS, INC.
FVF, INCORPORATED
SUNLAND FABRICATORS, INC.
XXXX-XXXXXX FABRICATION, INC.
XXXXXX ENGINEERING AND CONSULTING, INC.
XXXX INTERNATIONAL, INC.
WORD INDUSTRIES FABRICATORS, INC.
XXXX INDUSTRIAL SUPPLY CO., INC.
ALLOY PIPING PRODUCTS, INC.
MANUFACTURAS XXXX SOUTH AMERICA, C.A.
XXXXXX A/DE, INC.
WELDING TECHNOLOGY AND SUPPLY INC.
PIPE XXXXXXX, INC.
NAPTECH, INC.
NAPTECH PRESSURE SYSTEMS CORPORATION
XXXXXX - XXX, s.r.o.
UNITED CRAFTS, INC.
PIPEWORK ENGINEERING AND
DEVELOPMENTS LIMITED
By:
Xxxxxx Xxxxxx, Vice President of
The Xxxx Group Inc., Vice
President of X.X. Xxxx, Inc.,
Vice President of National
Fabricators, Inc., Vice President
of FVF, Incorporated, Vice
President of Sunland Fabricators,
Inc., Vice President of
Xxxx-Xxxxxx Fabrication, Inc.,
Vice President of Xxxxxx
Engineering and Consulting, Inc.,
Vice President of Xxxx
International, Inc., Vice
President of Word Industries
Fabricators, Inc., Vice President
of Xxxx Industrial Supply Co.,
Inc., Vice President of Alloy
Piping Products, Inc., Vice
President of Manufacturas Xxxx
South America, C.A., Vice
President of Xxxxxx A/DE, Inc.,
Vice President of Welding
Technology and Supply Inc., Vice
President of Pipe Xxxxxxx, Inc.,
Vice President of NAPTech, Inc.,
Vice President of NAPTech
Pressure Systems Corporation,
Vice President of Xxxxxx - XXX,
s.r.o., Vice President of United
Crafts, Inc., Vice President of
Pipework Engineering and
Developments Limited
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DOCUMENT NAME:FOURTH AMENDMENT TO SECOND
AMENDED LOAN AND SECURITY AGREEMENT
AUTHOR/OWNER: MKALTENRIEDER
CLIENT NUMBER: 299 CLIENT NAME: MBSL NON RETAINER
--- -----------------
MATTER NUMBER: 19112 MATTER NAME: XXXX INDUSTRIES
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PC DOCS #: 838557 VERSION: 4
TYPIST/USER'S NAME: NPARSONS APPLICATION: MS WORD
TODAY'S DATE: April 14, 1998/4:10 PM
DOCUMENT HISTORY:
COMMENTS:
DO NOT DISCARD THIS PAGE
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EXHIBIT 11
Computation of Earnings Per Share
(In thousands, except per share amounts)
Three Months Ended Six Months Ended
February 28, February 28
1997 1998 1997 1998
---- ---- ---- ----
Weighted average shares outstanding (used
in Basic Earnings per share computation) 11,668 12,508 10,808 12,506
Net effect of dilutive stock options
based on the Treasury Stock method
using average market price 303 241 336 240
------ -------- ------ -------
Weighted average shares outstanding (used
in Diluted Earnings per share computation)
11,971 12,749 11,144 12,746
======== ========== ======== =========
Net income $ 3,588 $ 5,338 6,734 10,042
========= ========== ======== =========
Basic Earnings per share $ .31 $ .43 $ .62 $ .80
=========== =========== ======== =========
Diluted earnings per share $ .30 $ .42 $ .60 $ .79
=========== =========== ======== =========
